2026 Guide: Raise Capital for a Business Acquisition with Reg A+
by Raises.com
Raise capital for a business acquisition with Reg A+ by filing a Tier 2 offering that welcomes both accredited and non-accredited investors. This approach lets you tap a broad pool, keep costs flat, and position the target as a small public company if you choose, all without a success-fee.
Key Lessons from the Video
- Leverage Tier 2 Reg A+ for Speed, Substack raised $5 million in a single day using a Reg A+ Tier 2 filing, showing the speed possible when the paperwork is handled by experts.
- Target Both Accredited and Non-Accredited Investors, Reg A+ allows you to raise from the general public, expanding your capital base beyond the narrow VC network.
- Optional Public Company Path, A Reg A+ filing gives you the option to become a small public reporting company, similar to the early Microsoft IPO that started at a $300 million market cap.
- Avoid Dilution of Founder Control, Unlike a VC round that may require multiple introduction steps, a Reg A+ raise can be launched directly after the filing, preserving founder autonomy.
- Flat-Fee Sponsors Deliver Full Service, Raises.com has helped clients raise over $300 million with a flat fee, providing the PPM, subscription agreement, operating agreement, financial proformas, data room, pitch deck, and investor introductions.
Reg A+ vs Reg D vs Reg CF
| Feature | Reg A+ Tier 2 | Reg D Rule 506(b) | Reg CF |
|---|---|---|---|
| Maximum Raise | $75 million | Unlimited (subject to state limits) | $5 million per 12-month period |
| Investor Eligibility | Accredited and non-accredited (up to 10% of net worth) | Accredited only (general solicitation prohibited) | All investors (investment limit based on income or net worth) |
| Disclosure Requirements | Form 1-A filing, audited financials, ongoing reporting | Form D filing, no ongoing public reporting | Form C filing, limited ongoing reporting |
| Cost | Legal and filing fees plus sponsor flat fee (no success fee) | Legal fees only, potential placement agent fees | Platform fees, modest legal costs |
| Timeline | Typically 60-90 days from start to first sale | 30-60 days, depends on investor outreach | 30-45 days, platform dependent |
| Public Company Option | Yes, can become a reporting company after filing | No, remains private | No, remains private |
Applying Reg A+ to a Business or Real Estate Acquisition
Start by defining the acquisition target and creating a detailed financial proforma. Engage Raises.com to draft the private placement memorandum, subscription agreement, and operating agreement. File the Form 1-A Tier 2 offering, then market the deal to both accredited and non-accredited investors using the sponsor's data-room and pitch-deck services. Once the capital is committed, close the purchase and, if desired, transition the acquired entity into a small public reporting company.
Frequently Asked Questions
How much can I raise with Reg A+ for a business purchase?
You can raise up to $75 million under a Tier 2 Reg A+ offering.
Do I need a broker-dealer to run a Reg A+ raise?
No, a qualified sponsor like Raises.com can handle the filing and investor outreach without a broker-dealer.
What are the ongoing reporting obligations after a Reg A+ raise?
Tier 2 issuers must file annual, semi-annual and current reports with the SEC.
Can I use Reg A+ to fund a real-estate syndication?
Yes, Reg A+ can be used for real-estate projects as long as the offering meets the disclosure and investor-eligibility rules.
Is there a success-fee if I raise capital through Raises.com?
No, Raises.com works on a flat-fee model with no carry or success-fee.
Next Steps
If you are ready to raise capital for a business or real-estate acquisition, learn how it works and book a call with our team today.